10A-20-1.08
Section 10A-20-1.08 Fees to be paid to the Secretary of State. Upon the presentation
to the Secretary of State of any application provided for in this article, the applicant shall
pay to the Secretary of State the fee prescribed to be paid to the Secretary of State by Chapter
1 as follows: (1) for the filing of an application under Section 10A-20-1.02 to become
a corporation sole, the fee prescribed for filing a certificate of formation; (2) for the
filing of an application under Section 10A-20-1.05 for a certificate of succession,
the fee prescribed for filing a certificate of formation; (3) for the filing of an application
under Section 10A-20-1.06 for appointment of an administrator, the fee prescribed for
filing a certificate of formation; and (4) for the filing of an application to dissolve under
Section 10A-20-1.07, the fee prescribed for filing a statement or articles of dissolution.
(Acts 1911, No. 429, p. 452; Code 1923, §7119; Code 1940, T. 10, §122; §10-4-8; amended
and...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever
any filing instrument is to be filed with the Secretary of State or in accordance with this
chapter, such instrument shall be executed as follows: (1) Except as provided in subsection
(a)(3), the certificate of incorporation, and any other instrument to be filed before the
election of the initial board of directors if the initial directors were not named in the
certificate of incorporation, shall be signed by the incorporator or incorporators or the
successors and assigns of the incorporator or incorporators. If any incorporator is not available
then any other instrument may be signed, with the same effect as if the incorporator had signed
it, by any person for whom or on whose behalf the incorporator, in executing the certificate
of incorporation, was acting directly or indirectly as employee or agent, provided that the
other instrument shall state that the incorporator is not available and the...
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10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-1-4.01 and which must include: (A) the name,
type of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any; (B) the date of the filing of the certificate of formation of the converting organization,
if any, and all prior amendments and the filing office or offices, if any, where the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further,
that no amendment of the certificate of formation which increases the obligation of a member
to make loans to the corporation, makes any change in the principal...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger
has been adopted and approved as required by this article, then a statement of merger shall
be signed by each party to the merger except as provided in Section 10A-2A-11.05(a).
The statement of merger must set forth: (1) the name, type of organization, and mailing address
of the principal office of each constituent organization, the jurisdiction of the governing
statute of each constituent organization, and the respective unique identifying number or
other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving
organization, the unique identifying number or other designation as assigned by the Secretary
of State, if any, of the surviving organization, the jurisdiction of the governing statute
of the surviving organization, and, if the surviving organization is created...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to
adopt an amendment to the certificate of formation is as provided by the chapter of this title
which applies to the entity, provided that unless the governing documents of the entity or
the chapter of this title which applies to the entity provide otherwise, the governing authorities
of the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment;
board of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
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10A-1-4.31
Section 10A-1-4.31 Filing fees; all entities. (a) The Secretary of State shall collect
the following fees when a filing instrument described in this title is delivered to the Secretary
of State for filing: (1) Certificate of formation for all entities: Two hundred dollars ($200);
(2) Amendment to a certificate of formation and a restated certificate of formation: One hundred
dollars ($100); (3) Name reservations and notice of transfer of name reservation: Twenty-five
dollars ($25); (4) Certificates, articles, or statements of dissolution or cancellation: One
hundred dollars ($100); (5) Foreign entity registration including a statement of foreign limited
liability partnership: One hundred fifty dollars ($150); (6) Certificate of existence: Twenty-five
dollars ($25); (7) Certificates, articles, or statements of merger, conversion, and share
exchange: One hundred dollars ($100); and (8) Any other filing instrument required or permitted
to be delivered to the Secretary of State for filing...
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10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a)
In order to form a limited partnership, a person must deliver a certificate of formation for
filing to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate
of formation shall set forth: (1) the name of the limited partnership, which must comply with
Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of
Chapter 1; (3) the name of the registered agent at the registered office as required by Article
5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5)
whether the limited partnership is a limited liability limited partnership; (6) any additional
information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any
other matters the partners determine to include therein which comply with Section 10A-9A-1.08.
(b) A limited partnership is formed when the certificate of formation becomes...
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